Form 4: Joseph Stilwell and Affiliates Report Sale of Wheeler Real Estate Preferred Stock Amidst Extensive Holdings

Joseph Stilwell, a Director and 10% owner of Wheeler Real Estate Investment Trust, Inc., along with affiliated entities, has filed a Form 4 disclosing the sale of 871 shares of Series B Convertible Preferred Stock for $4.00 per share, while maintaining significant beneficial ownership in various convertible securities.

Summary

• Joseph Stilwell, a Director and 10% owner of Wheeler Real Estate Investment Trust, Inc. (WHLR), and several affiliated entities (Stilwell Value LLC, Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P., and Stilwell Associates, L.P.) have filed a Form 4.
• The filing reports a transaction on May 27, 2025, where Stilwell Activist Investments, L.P. (SAI) sold 871 shares of Wheeler Real Estate Investment Trust's Series B Convertible Preferred Stock at a price of $4.00 per share.
• Following the reported transaction, the Stilwell group maintains indirect beneficial ownership of 235 shares of Common Stock through SAI, 35 shares through Stilwell Activist Fund, L.P. (SAF), and 66 shares through Stilwell Value Partners VII, L.P. (SVP VII).
• The group also holds significant derivative securities, including 7.00% Subordinated Convertible Notes due 2031, convertible into common stock at approximately $4.70 per share.
• The total common stock underlying these convertible notes for the Stilwell group amounts to 3,889,689 shares for SAI (valued at $18,302,425), 557,862 shares for SAF (valued at $2,624,950), 876,658 shares for SVP VII (valued at $4,125,000), and 50,978 shares for Stilwell Associates, L.P. (SA) (valued at $239,875).
• Additionally, the Stilwell group holds Series D Cumulative Convertible Preferred Stock and Series B Convertible Preferred Stock, which have very high conversion prices to common stock ($17,095,680 and $40,320,000 per common share, respectively), effectively making them non-convertible to common shares at a practical ratio.
• Joseph Stilwell disclaims beneficial ownership of shares reported as owned indirectly, except to the extent of his pecuniary interest therein.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of an insider transaction (sale of preferred stock) and existing beneficial ownership, which is a routine regulatory filing. While a sale by an insider group could be perceived slightly negatively, the overall context of the filing is purely informational without explicit positive or negative operational or financial news.

Negatives

• The sale of 871 shares of Series B Preferred Stock by an insider group could be perceived as a slight negative signal, although the transaction value of $3,484 is relatively small compared to the group's overall holdings.

Future Outlook

NA

Industry Context

This Form 4 filing provides specific details on insider ownership and transactions within Wheeler Real Estate Investment Trust, Inc., a REIT. Such filings offer transparency into the holdings and trading activities of key stakeholders, which can be a factor in investor sentiment within the real estate investment trust sector.

Related Party Transactions

• The reported sale of 871 shares of Series B Preferred Stock by Stilwell Activist Investments, L.P. is a transaction involving a related party (an entity affiliated with Director and 10% owner Joseph Stilwell).
• The beneficial ownership of common stock, convertible notes, and preferred stock by Joseph Stilwell and his affiliated entities constitutes related party holdings.

Stakeholder Impact

• Shareholders: Provides transparency on insider holdings and transactions, which may influence investor sentiment regarding the company's stock and the confidence of key stakeholders.

Key Dates

Recommendation

Keywords

Wheeler Real Estate Investment Trust, WHLR, Joseph Stilwell, Form 4, Insider Trading, Beneficial Ownership, Convertible Notes, Preferred Stock, SEC Filing, Real Estate Investment Trust, REIT